The parent company following the consummation of the business combination will be a new Singapore holding company (the “Combined Company” or “Pubco”) to be called 20Cube Logistics Solutions Ltd., and will be led by Mahesh Niruttan, Founder and Chief Executive Officer of 20Cube. Pubco’s ordinary shares are expected to be listed on the Nasdaq Capital Market under the ticker symbol “TCUB”.
Evo and Pubco anticipate a private subordinated convertible note investment with affiliates of the sponsor of Evo of approximately $20 million that would close simultaneously with the Business Combination (such financing together with the Business Combination and the other transactions contemplated by the Business Combination Agreement, the “Transaction”), subject to the final negotiation of terms and the execution of definitive documents between the parties. The Combined Company will also receive up to $125 million (less transaction expenses) of the amounts held in 20Cube’s trust account at the closing of the Transaction, subject to any redemptions by existing Evo shareholders and any applicable excise or other tax obligations.
Key Transaction Terms
- The transaction values the Combined Company at an implied enterprise value of US$338 million, assuming no redemptions by Evo public shareholders and that all 20Cube shareholders elect to participate in the Business Combination.
- The Combined Company will receive up to $135 million in net cash proceeds immediately after closing, assuming a proposed $20 million subordinated convertible note investment by affiliates and relationships of Evolution Capital Management is negotiated, finalized and consummated. Such investment is subject to the final negotiation of terms and the execution of definitive documents.
- In addition, Evo Fund and certain of its affiliates have delivered a term sheet to Evo and 20Cube outlining the terms by which Evo Fund or such affiliates would enter into an equity line for $75 million in Pubco ordinary shares to further support its growth strategy. The term sheet provides that Pubco would have the right, without obligation, at Pubco’s sole discretion, to sell and issue up to $75 million of its ordinary shares to Evo Fund over a period of 36 months beginning from when the SEC declares the registration statement for the resale of such shares effective, subject to certain ownership, pricing and volume limitations and conditions, and subject in all respects to the negotiation and execution of a definitive agreement between the respective parties.
- Assuming no redemptions by Evo’s public shareholders and assuming that all 20Cube shareholders elect to participate in the Business Combination as Sellers, it is estimated that the current shareholders of 20Cube will own approximately 59% of the issued and outstanding shares in the Combined Company at closing.
- Following the consummation of the transaction, the Combined Company will report in the United States as a foreign private issuer, and as such will not be subject to the same disclosure and certain other obligations applicable to domestic public companies. In addition, the Combined Company expects to follow home country governance requirements, to the extent permitted by the rules of Nasdaq.
The Transaction has been approved by each of Evo’s and 20Cube’s Board of Directors. The Transaction is subject to the approval of Evo and 20Cube shareholders and other customary conditions and is expected to close in the first quarter of 2023.
Additional information about the Transaction will be provided in a Current Report on Form 8-K that will contain an investor presentation, to be filed by Evo with the Securities and Exchange Commission (“SEC”) and will be available at www.sec.gov. In addition, 20Cube Logistics Solutions intends to file a registration statement on Form F-4 with the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC.
“For more than 10 years, 20Cube has worked closely with our customers to craft this platform”, said Mahesh Niruttan, Founder and Chief Executive Officer of 20Cube. “It was exciting to watch us pass through our first growth inflection point a couple of years ago and today is a major milestone towards continuing that rapid growth on our journey to ‘make trade better’.”
Richard Chisholm, Evo’s Chief Executive Officer commented, “20Cube has built a strong foundation with some of the world’s most discerning customers. We were most impressed that they achieved profitability and margins on par with the best logistics companies on the planet and did so with limited scale and limited capital.” Evo’s Managing Director Jason Sausto added, “The company will now be able to put its foot on the gas for multiple initiatives including increasing its customer list in Asia, enhancing US and EU trade lanes, ramping up marketing and commercial teams, building next generation tech and expanding share of wallet with the current base.”
20Cube is a software-enabled international supply chain orchestrator from purchase order (PO) to point of delivery (POD) with a technology-driven, proven proprietary system and key presence at over 60 locations in Asia, Australia and East Africa. 20Cube has over 600 employees. 20Cube was built from the ground up over the past 10 years on a disruptive software, workflow and control tower driven platform. 20Cube’s platform is centered around MyHubPlus, which captures data from every part of the supply chain to provide customers with unprecedented real-time visibility, alerts, exception management and reporting. Its suite of freight forwarding, intelligent warehousing/distribution, customs and trade compliance solutions have resulted in significant savings from better container utilization, load balancing, predictability and logistics process management. For more information visit www.20cube.com .
Zephyr Peacock (ZP) provides growth capital and management support to fast growing, small to medium sized companies in India led by strong entrepreneurs and management teams. ZP’s target sectors include Food & Agri, Financial Services and Infra Ancillaries. Some of ZP’s investments include Poshn, an online marketplace for the wholesale of agri-commodities, Ripplr, tech-enabled logistics services provider and distributor of retail consumer products, Shiksha Finance, an education finance company, and Loanzen, a provider of digital financing for commercial vehicle operators. For more information visit www.zephyrpeacock.com
Evo is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While Evo may pursue an acquisition in any business industry or sector, it intends to focus its search on companies in the technology and financial sectors, including companies with a nexus to Japan. Evo is led by its Chairman, Michael Lerch, its Chief Executive Officer, Richard Chisholm, its Chief Financial Officer, Adrian Brindle and Managing Director Jason Sausto. For more information visit www.evospac.com
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